TBS INTERNATIONAL LIMITED &
SUBSIDIARIES                                        EXHIBIT
      10.2




**AMENDMENT
        NO.2 TO**
 **SHIPBUILDING
        CONTRACT**
 
 FOR
 
 CONSTRUCTION
        OF ONE
 MULTI-PURPOSE
        VESSEL
 
 (HULL
        NO.NYHS200721)
 
 
 This
        **AMENDMENT NO. 2 TO SHIPBUILDING CONTRACT**, is entered into
        this****27th****day of June, 2007, by and
        between**CATON MARITIME CORP.,** a corporation organized and
        existing under the laws of the Marshall Islands, having its registered office
        at
        Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
        MH96960 (hereinafter called the "**BUYER**") on one part;
        and**CHINA COMMUNICATIONS CONSTRUCTION COMPANY LTD**, a
        corporation organized and existing under the laws of the People's Republic
        of
        China, having its registered office at No.C88, An Ding Men Wai Street, Beijing
        100011, the People's Republic of China (hereinafter called
        "**CCCC**"),and **NANTONG YAHUA SHIPBUILDING CO.,
        LTD.**, a corporation organized and existing under the laws of the
        People's Republic of China, having its registered office at 1# Hongzha Road,
        Jiuweigang, Nantong Jiangsu P.C. 226361, the People's Republic of China
        (hereinafter called the "**BUILDER**") on the other part, CCCC and
        the BUILDER being hereinafter collectively called the
        "**SELLER**"
 
 WHEREAS,
        BUYER and SELLER entered into a Shipbuilding Contract dated the 24th day of
        February
        (hereinafter called the “Shipbuilding Contract”), for the construction and
        delivery of a multi-purpose vessel as more fully described in
        the  Shipbuilding Contract, and having BUILDER’S Hull No. NYHS200721,
        (the “VESSEL”).
 
 WHEREAS,
        the Shipbuilding Contract, Article 1.2, provides, in relevant part that all
        fees
        and charges payable to the Classification Society for its services during
        the
        construction of the VESSEL in connection with obtaining the classification
        and
        relevant statutory certification shall be for the account of the SELLER (such
        fees and charges hereinafter called “Classification Fees”), and
 
 WHEREAS,
        BUYER and SELLER have agreed that BUYER will pay, on behalf of SELLER, the
        invoices presented by the Classification Society and approved by BUYER and
        SELLER for Classification Fees, when due, but only up to a maximum amount
        of
        US$180,000, and that consequently the price of the VESSEL will be reduced
        by
        such payments,
 
 **NOW,
        THEREFORE,** in consideration of the foregoing premises and for other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, BUYER and SELLER hereby agree as follows:
 
 **A.**
              The
                  sixth paragraph of Article 1.2 of the Shipbuilding Contract is
                  hereby
                  amended to read as follows:
 
 All
        fees
        and charges incidental to the Classification Society and to comply with the
        rules, regulations and requirements defined in this Contract as well as
        royalties, if any, payable on account of the construction of the VESSEL shall
        be
        for the account of the SELLER, except as otherwise provided and agreed
        herein.  Notwithstanding the fact that such fees, charges and
        royalties shall remain for the account of SELLER, BUYER will pay the invoices
        presented by the Classification Society and approved by BUYER and SELLER
        for
        such fees, when due, up to a maximum amount of US$180,000.00. The key plans,
        materials and workmanship entering into the construction of the VESSEL shall
        at
        all times be subject to inspections and tests in accordance with the rules
        and
        regulations of the Classification Society.
 
 **B.**
              Article
                  2.3(d) of the Shipbuilding Contract is amended as
                  follows:
 
 (d)
        4th
        Instalment:
 
 The
        sum
        of United States Dollars six million eight hundred twenty (US$ 6,820,000)
        only,
        shall become due and payable and be paid within five (5) New York business
        days
        of the receipt by the BUYER of a telefax notice from the SELLER attaching
        a
        Stage Certificate in the form of the draft attached as Exhibit “D”,
        countersigned by the Classification Surveyor, certifying that the VESSEL
        has
        been successfully launched.
 
 **C.**
              Except
                  as expressly provided in this Amendment, all of the terms and conditions
                  of the Shipbuilding Contract shall remain in full force and
                  effect.
 
 **D.**
              The
                  parties hereto agree that the validity and interpretation of this
                  Amendment shall be governed by and interpreted in accordance with
                  the laws
                  of England.
 
 
 
 In
        WITNESS WHEREOF, the parties hereto have caused this
        Contract   to be duly executed on the day and year first above
        written.
 
 
 **THE
        BUYER: CATON MARITIME CORP.**
 
 
 
 By        : /s/
          Martin D.
          Levin
 Name      :  Martin
          D. Levin
 Title     :  President
 
 
 **CCCC
          : CHINA COMMUNICATIONS CONSTRUCTION COMPANY LTD.**
 
 
 By        :  [Not
          legible]
 Name   : 
          [Not
          legible]
 Title     :
 Witness   :**CCCC SHANGHAI EQUIPMENT ENGINEERING CO., LTD**
 
 
 **THE
          BUILDER: NANTONG YAHUA SHIPBUILDING CO., LTD.**
 
 
 By        :  [Not
          legible]
 Name   :  [Not
          legible]
 Title     :
 Witness   :